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WardOffMonkey

08/15/06 9:47 AM

#41922 RE: WayneC777 #41920

Wayne, from the SB-2:

In July 2005, we entered into an agreement with Big Apple Consulting USA, Inc. (hereinafter, “Big Apple”). Big Apple was granted an option to purchase $2,000,000 of common stock at $.10 per share price. We agreed to register 20,000,000 common shares of our stock in the name of Big Apple in an SB-2 registration statement with the SEC within 30 days of the date of this agreement which shall become effective within 90 days after the date of such SB-2 filing date.


In July 2005, we entered into an agreement with Big Apple whereby Big Apple will provide consulting services to us. Big Apple will be compensated on a monthly basis in the amount of $75,000. If payment is to be made in stock, Big Apple shall be entitled to receive $75,000 per month worth of our common stock based upon the previous 10 day average closing bid price. The terms of this agreement shall commence on October 1, 2005.


In October 2005, we entered into a non-binding letter of intent with Actsoft, Inc. (Actsoft). We offered to purchase all of the issued and outstanding stock of Actsoft. We offered to purchase this stock in exchange for $15,000,000 cash or other consideration secured by common shares to be registered in our Form SB-2 registration statement and $15,000,000 worth of our stock at a price per share of $.50. As a non-refundable deposit valued at $200,000, we agreed to issue 2,000,000 shares of our common stock to the owners of ActSoft when the Form SB-2 registration statement is filed. The $200,000 amount above shall reduce the amount due at time of closing.